This article is an attempt to tease out what is so often termed learning through participation. Drawing on the analysis undertaken by the Learning Outcomes Thematic Group, the use of the participation metaphor in TLRP projects is discussed. The conclusion arrived at is that its use appears mainly to focus on behaviour and engagement in practices. After looking at the cognitive potential to be found in both cultural psychology and in the work that has its origins in interactionism and developmental psychology, the article cautions against simply seeing participation as another way of looking at behaviour and how it is shaped by context. It calls for a recognition of the cognitive elements in socio-cultural and activity theory frameworks and their capacity to explain how we learn new practices. It argues that a focus on coming to know or sense making requires a discursive shift that allows a rethinking of what is meant by acquisition. The implications of these frameworks for assessment are also touched upon.